Common use of Conditions to Amendments Clause in Contracts

Conditions to Amendments. The amendments set forth in Section 1.4, 1.5 and 1.6 hereof shall not be effective and in force and effect until the following conditions have been satisfied to the reasonable satisfaction of the Agent and the Issuing Banks: (a) the Borrower and Reinsurance shall have jointly provided the Agent and the Issuing Bank an amended Letter of Credit Notice in the form of Exhibit B-3 attached hereto, as modified to the Agent's reasonable satisfaction, in respect of the Letter of Credit number S230470; (b) the Agent shall have received the following, each dated as of the date hereof (unless otherwise specified): (i) Notes, in substantially the form of Exhibits A-1 through A-4 to the Credit Agreement, payable to the order of the Lenders and in the amounts set forth on Schedule 2.2 attached hereto, duly completed in accordance with the relevant provisions of Section 2.4 of the Credit Agreement and executed by the Borrower; (ii) an acknowledgement and confirmation duly executed by the Parent, as guarantor under the Guaranty, in form and substance satisfactory to the Agent, reflecting the increase in the Total Revolving Credit Commitments and the other amendments herein to the Credit Agreement and confirming the Parent's obligations under the Guaranty in respect of the Credit Agreement, as amended by this First Amendment; (iii) an amended and restated Borrower Escrow and Security Agreement reasonably satisfactory to the Agent to reflect the ability of Reinsurance set forth in Article IV of the Credit Agreement, as amended hereby, to provide cash collateral for Letters of Credit issued on its account pursuant to the Credit Agreement; (iv) the favorable opinions of LeBoeuf, Lamb, Greene & MacRae, X.L.P., xxxcial counsel to the Parent, the Borrower and Reinsurance, and of Kathleen M. Carroll, Xxxx Xxxxxxxxx, Xxneral Counsel and Secretary of Borrower, Reinsurance and Parent, in substantially the form of Exhibits E-1 and E-2 of the Credit Agreement, respectively, except limited to matters relating to the execution, delivery and performance of this First Amendment and the documents, instruments, and transactions contemplated hereby, addressed to the Agent and the Lenders; (v) certificates of the secretary or an assistant secretary of the Borrower, the Parent, and Reinsurance, in form and substance satisfactory to the Agent, certifying (i) that attached thereto is a true and complete copy of the certificate of incorporation and all amendments thereto of Reinsurance, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws of Reinsurance, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the boards of directors of the Borrower, the Parent and Reinsurance authorizing the execution, delivery and performance of this First Amendment and the other Credit Documents required to be executed in connection herewith and to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of the Borrower, the Parent and Reinsurance executing this First Amendment or any of the other Credit Documents required to be executed in connection herewith, and attaching all such copies of the documents described above; and (vi) revised UCC-1 financing statements executed by the Borrower and Reinsurance and in form and substance satisfactory to the Agent. (c) the Agent shall have completed the primary syndication of the Loans, reflecting the increase in the Total Revolving Credit Commitments, to its reasonable satisfaction including the full execution of Assignment and Acceptance agreements effecting the assignments the results of which are as set forth in Schedule 2.2 attached hereto; and (d) the Borrower shall have complied with the requirements of the amendment fee letter dated as of the date hereof between the Borrower and the Agent.

Conditions to Amendments. The amendments contained in Section 2 hereof are subject to the conditions set forth in below. Failure to comply with these conditions will be deemed to be a Forbearance Default under Section 1.4, 1.5 and 1.6 hereof shall not be effective and in force and effect until the following conditions have been satisfied to the reasonable satisfaction 11 of the Agent and the Issuing Banks:Forbearance Agreement. (a) Immediately upon receipt thereof, the Borrower and Reinsurance shall have jointly provided provide to the Administrative Agent and the Issuing Bank an amended Letter Lenders copies of Credit Notice in the form of Exhibit B-3 attached hereto, as modified all information provided by any third party acceptable to the Agent's reasonable satisfactionLenders (an “Offering Party”) that proposes to enter into a Borrower Merger Agreement, in respect of a Capital Infusion Agreement or a Purchase and Sale Agreement with the Letter of Credit number S230470Borrower (a “Proposed Transaction”) that is submitted to the Borrower to demonstrate to the Borrower’s satisfaction such Offering Party’s ability to consummate a Proposed Transaction; (b) Immediately upon receipt thereof, the Borrower shall provide to the Administrative Agent and the Lenders copies of any term sheet or other documents provided by any Offering Party, which term sheet or other documents shall have received be subject to the following, each dated as approval of the date hereof (unless otherwise specified): (i) Notes, in substantially the form of Exhibits A-1 through A-4 to the Credit Agreement, payable to the order of the Lenders and in the amounts set forth on Schedule 2.2 attached hereto, duly completed in accordance with the relevant provisions of Section 2.4 of the Credit Agreement and executed by the Borrower; (ii) an acknowledgement and confirmation duly executed by the Parent, as guarantor under the Guaranty, in form and substance satisfactory to the Agent, reflecting the increase in the Total Revolving Credit Commitments Administrative Agent and the other amendments herein Lenders, that contain preliminary terms and conditions surrounding such Offering Party’s ability to the Credit Agreement raise equity and/or obtain financing in order to consummate such Proposed Transaction and confirming the Parent's obligations under the Guaranty in respect to accomplish a restructuring/refinancing of the Credit Agreement, as amended by this First Amendment; (iii) an amended and restated Borrower Escrow and Security Agreement reasonably satisfactory to the Agent to reflect the ability of Reinsurance set forth in Article IV of the Credit Agreement, as amended hereby, to provide cash collateral for Letters of Credit issued on its account pursuant to the Credit Agreement; (iv) the favorable opinions of LeBoeuf, Lamb, Greene & MacRae, X.L.P., xxxcial counsel to the Parent, the Borrower and Reinsurance, and of Kathleen M. Carroll, Xxxx Xxxxxxxxx, Xxneral Counsel and Secretary of Borrower, Reinsurance and Parent, in substantially the form of Exhibits E-1 and E-2 of the Credit Agreement, respectively, except limited to matters relating to the execution, delivery and performance of this First Amendment and the documents, instruments, and transactions contemplated hereby, addressed to the Agent and the Lenders; (v) certificates of the secretary or an assistant secretary of the Borrower, the Parent, and Reinsurance, in form and substance satisfactory to the Agent, certifying (i) that attached thereto is a true and complete copy of the certificate of incorporation and all amendments thereto of Reinsurance, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws of Reinsurance, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the boards of directors of the Borrower, the Parent and Reinsurance authorizing the execution, delivery and performance of this First Amendment and the other Credit Documents required to be executed in connection herewith and to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of the Borrower, the Parent and Reinsurance executing this First Amendment or any of the other Credit Documents required to be executed in connection herewith, and attaching all such copies of the documents described above; and (vi) revised UCC-1 financing statements executed by the Borrower and Reinsurance and in form and substance satisfactory to the Agent. (c) the Agent On or before November 30, 2009, an Offering Party shall have completed presented to the primary syndication Administrative Agent and the Lenders a detailed restructuring/refinancing plan, subject to the approval of the LoansAdministrative Agent and the Lenders, reflecting whereby the increase Proposed Transaction contemplated by the Offering Party will result in the Total Revolving restructuring or refinancing of all of the Borrower’s Obligations under the Credit CommitmentsAgreement, subject only to its reasonable satisfaction including the full execution closing of Assignment such transaction. Such plan shall contain detailed information surrounding the Offering Party’s ability to raise equity and/or obtain financing in order to consummate such Proposed Transaction and Acceptance agreements effecting detailed information surrounding the assignments Borrower’s and the results of which are as set forth in Schedule 2.2 attached hereto; andOffering Party’s timetable and agenda for consummating such Proposed Transaction and for restructuring/refinancing the Credit Agreement. (d) the The Borrower shall have complied with the requirements of the amendment fee letter dated as of the date hereof between the Borrower received a proposal from an Offering Party to enter into an agreement for a Proposed Transaction by November 30, 2009 and the Agentsuch proposal shall not have been withdrawn or terminated by such Offering Party.

Conditions to Amendments. The amendments set forth in Section 1.4, 1.5 and 1.6 hereof 2 shall not be become effective and in force and effect until on the date (“Amendment Effective Date”) when each of the following conditions have has been satisfied to (or waived by the reasonable satisfaction of the Agent and the Issuing Banks:Lenders): (a) the Borrower and Reinsurance The Administrative Agent (or its counsel) shall have jointly provided received from Holdings, Intermediate Holdings, the Borrowers, the Subsidiary Loan Parties and the Lenders either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, a written opinion of (i) Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, special counsel for Holdings, Intermediate Holdings and the Borrowers, and (ii) local counsel as specified on Schedule II attached hereto, in each case (a) dated as of the Amendment Effective Date, (b) addressed to the Administrative Agent and the Issuing Bank an amended Letter Lenders and (c) in form and substance reasonably satisfactory to the Administrative Agent and covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request, and each of Credit Notice Holdings, Intermediate Holdings, each Borrower and each Subsidiary Loan Party hereby instructs its counsel to deliver such opinions. (c) The Administrative Agent shall have received a Borrowing Base Certificate, setting forth the Global Borrowing Base and each component thereof, dated as of not earlier than 30 days prior to the Amendment Effective Date. (d) The Administrative Agent shall have received a solvency certificate, dated as of the Amendment Effective Date, substantially in the form of Exhibit B-3 attached hereto, as modified B to the Agent's reasonable satisfaction, in respect Existing Credit Agreement. (e) Intermediate Holdings shall have paid to the Administrative Agent on behalf of each Lender a fee equal to 1.25% of the Letter aggregate amount of Credit number S230470;such Lender’s Increased and Extended Revolving Facility Commitment as of the Amendment Effective Date. (bf) the The Administrative Agent shall have received a certificate of the followingSecretary, Assistant Secretary or a director or similar officer of each Borrower and each Subsidiary Loan Party dated as of the date hereof (unless otherwise specified):Amendment Effective Date and certifying: (i) Notes, in substantially the form of Exhibits A-1 through A-4 to the Credit Agreement, payable to the order of the Lenders and in the amounts set forth on Schedule 2.2 attached hereto, duly completed in accordance with the relevant provisions of Section 2.4 of the Credit Agreement and executed by the Borrower; (ii) an acknowledgement and confirmation duly executed by the Parent, as guarantor under the Guaranty, in form and substance satisfactory to the Agent, reflecting the increase in the Total Revolving Credit Commitments and the other amendments herein to the Credit Agreement and confirming the Parent's obligations under the Guaranty in respect of the Credit Agreement, as amended by this First Amendment; (iii) an amended and restated Borrower Escrow and Security Agreement reasonably satisfactory to the Agent to reflect the ability of Reinsurance set forth in Article IV of the Credit Agreement, as amended hereby, to provide cash collateral for Letters of Credit issued on its account pursuant to the Credit Agreement; (iv) the favorable opinions of LeBoeuf, Lamb, Greene & MacRae, X.L.P., xxxcial counsel to the Parent, the Borrower and Reinsurance, and of Kathleen M. Carroll, Xxxx Xxxxxxxxx, Xxneral Counsel and Secretary of Borrower, Reinsurance and Parent, in substantially the form of Exhibits E-1 and E-2 of the Credit Agreement, respectively, except limited to matters relating to the execution, delivery and performance of this First Amendment and the documents, instruments, and transactions contemplated hereby, addressed to the Agent and the Lenders; (v) certificates of the secretary or an assistant secretary of the Borrower, the Parent, and Reinsurance, in form and substance satisfactory to the Agent, certifying (i) that attached thereto is a true and complete copy of the certificate or articles of incorporation incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto thereto, of Reinsurancesuch Loan Party, (1) in the case of a corporation or limited liability company, certified as of a recent date by the Secretary of State (or other similar official) (where such certification is available in such Loan Party’s jurisdiction of organization) of the jurisdiction of its organization, (2) in the case of a German Loan Party, obtained electronically from the commercial register (Handelsregister), accompanied by an up-to-date (not older than 15 days) electronic excerpt of the commercial register (elektronischer Handelsregisterauszug) and a copy of the current list of shareholders, or (3) otherwise certified by the Secretary or Assistant Secretary or (in the case of a U.K. Loan Party) a director of such Loan Party or other person duly authorized by the constituent documents of such Loan Party, in each case with a certification that the same such governing document has not been amended since the date of such certification, the last amendment disclosed pursuant to this subclause (f)(i), (ii) that attached thereto is a true and complete copy of certificate as to the bylaws of Reinsurance, as then in effect and as in effect at all times from good standing (to the date on which extent such concept or a similar concept exists under the resolutions referred to in clause (iii) below were adopted to and including the date laws of such certificate, jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official), (iii) that attached thereto is a true and complete copy of the by-laws (or memorandum and articles, partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (iv) below, (iv) that attached thereto is a true and complete copy of resolutions duly adopted by the boards Board of directors Directors (or equivalent governing body) of the Borrower, the Parent and Reinsurance such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of this First the Loan Documents dated as of the Amendment Effective Date to which such Loan Party is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment Effective Date, (v) if required in order to duly authorize the Loan Documents with respect to any Foreign Subsidiary Loan Party, a copy of a resolution signed by all the holders of the issued shares in such Foreign Subsidiary Loan Party, approving the terms of, and the other Credit transactions contemplated by, the Loan Documents required to be executed in connection herewith and to which it such Foreign Subsidiary Loan Party is a party, and , (ivvi) as to the incumbency and genuineness of the specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, and (vii) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party. (g) The Administrative Agent shall have received all amounts due and payable on or before the Amendment Effective Date pursuant to Section 9.05 of the BorrowerAmended Credit Agreement, including, to the Parent extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and Reinsurance executing this First Amendment or any disbursements of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP and all foreign counsel of the other Credit Documents Administrative Agent) required to be executed in connection herewith, and attaching all such copies reimbursed or paid by the Loan Parties under Section 9.05 of the documents described above; and (vi) revised UCC-1 financing statements executed by the Borrower and Reinsurance and in form and substance satisfactory to the AgentAmended Credit Agreement. (ch) Intermediate Holdings shall have confirmed that (i) the representations and warranties set forth in the Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects, as of such earlier date) and (ii) as of the Amendment Effective Date, no Event of Default or Default shall have occurred and be continuing. (i) The Administrative Agent shall have completed received at least 3 Business Days prior to the primary syndication of Amendment Effective Date all documentation and other information about Holdings, Intermediate Holdings, the LoansBorrowers and the Subsidiary Loan Parties required under applicable “know your customer” and anti-money laundering rules and regulations, reflecting the increase in the Total Revolving Credit Commitments, to its reasonable satisfaction including the full execution of Assignment and Acceptance agreements effecting PATRIOT Act, that has been requested by the assignments Administrative Agent in writing at least 10 Business Days prior to the results of which are as set forth in Schedule 2.2 attached hereto; andAmendment Effective Date. (dj) the Borrower The Administrative Agent shall be satisfied that all applicable flood insurance requirements have complied with the requirements of the amendment fee letter dated been met as of the date hereof between the Borrower and the Agentrequired by applicable flood insurance laws.

Conditions to Amendments. The amendments contained in Section 2 hereof are subject to the conditions set forth in below. Failure to comply with these conditions will be deemed to be a Forbearance Default under Section 1.4, 1.5 and 1.6 hereof shall not be effective and in force and effect until the following conditions have been satisfied to the reasonable satisfaction 11 of the Agent and the Issuing Banks:Forbearance Agreement. (a) Immediately upon receipt thereof, the Borrower and Reinsurance shall have jointly provided provide to the Administrative Agent and the Issuing Bank an amended Letter Lenders copies of Credit Notice in the form of Exhibit B-3 attached hereto, as modified all information provided by any third party acceptable to the Agent's reasonable satisfactionLenders (an “Offering Party”) that proposes to enter into a Borrower Merger Agreement, in respect of a Capital Infusion Agreement or a Purchase and Sale Agreement with the Letter of Credit number S230470Borrower (a “Proposed Transaction”) that is submitted to the Borrower to demonstrate to the Borrower’s satisfaction such Offering Party’s ability to consummate a Proposed Transaction; (b) Immediately upon receipt thereof, the Borrower shall provide to the Administrative Agent and the Lenders copies of any term sheet or other documents provided by any Offering Party, which term sheet or other documents shall have received be subject to the following, each dated as approval of the date hereof (unless otherwise specified): (i) Notes, in substantially the form of Exhibits A-1 through A-4 to the Credit Agreement, payable to the order of the Lenders and in the amounts set forth on Schedule 2.2 attached hereto, duly completed in accordance with the relevant provisions of Section 2.4 of the Credit Agreement and executed by the Borrower; (ii) an acknowledgement and confirmation duly executed by the Parent, as guarantor under the Guaranty, in form and substance satisfactory to the Agent, reflecting the increase in the Total Revolving Credit Commitments Administrative Agent and the other amendments herein Lenders, that contain preliminary terms and conditions surrounding such Offering Party’s ability to the Credit Agreement raise equity and/or obtain financing in order to consummate such Proposed Transaction and confirming the Parent's obligations under the Guaranty in respect to accomplish a restructuring/refinancing of the Credit Agreement, as amended by this First Amendment; (iii) an amended and restated Borrower Escrow and Security Agreement reasonably satisfactory to the Agent to reflect the ability of Reinsurance set forth in Article IV of the Credit Agreement, as amended hereby, to provide cash collateral for Letters of Credit issued on its account pursuant to the Credit Agreement; (iv) the favorable opinions of LeBoeuf, Lamb, Greene & MacRae, X.L.P., xxxcial counsel to the Parent, the Borrower and Reinsurance, and of Kathleen M. Carroll, Xxxx Xxxxxxxxx, Xxneral Counsel and Secretary of Borrower, Reinsurance and Parent, in substantially the form of Exhibits E-1 and E-2 of the Credit Agreement, respectively, except limited to matters relating to the execution, delivery and performance of this First Amendment and the documents, instruments, and transactions contemplated hereby, addressed to the Agent and the Lenders; (v) certificates of the secretary or an assistant secretary of the Borrower, the Parent, and Reinsurance, in form and substance satisfactory to the Agent, certifying (i) that attached thereto is a true and complete copy of the certificate of incorporation and all amendments thereto of Reinsurance, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws of Reinsurance, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the boards of directors of the Borrower, the Parent and Reinsurance authorizing the execution, delivery and performance of this First Amendment and the other Credit Documents required to be executed in connection herewith and to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of the Borrower, the Parent and Reinsurance executing this First Amendment or any of the other Credit Documents required to be executed in connection herewith, and attaching all such copies of the documents described above; and (vi) revised UCC-1 financing statements executed by the Borrower and Reinsurance and in form and substance satisfactory to the Agent. (c) the Agent On or before November 15, 2009, an Offering Party shall have completed presented to the primary syndication Administrative Agent and the Lenders a detailed restructuring/refinancing plan, subject to the approval of the LoansAdministrative Agent and the Lenders, reflecting whereby the increase Proposed Transaction contemplated by the Offering Party will result in the Total Revolving restructuring or refinancing of all of the Borrower’s Obligations under the Credit CommitmentsAgreement, subject only to its reasonable satisfaction including the full execution closing of Assignment such transaction. Such plan shall contain detailed information surrounding the Offering Party’s ability to raise equity and/or obtain financing in order to consummate such Proposed Transaction and Acceptance agreements effecting detailed information surrounding the assignments Borrower’s and the results of which are as set forth in Schedule 2.2 attached hereto; andOffering Party’s timetable and agenda for consummating such Proposed Transaction and for restructuring/refinancing the Credit Agreement. (d) the The Borrower shall have complied with the requirements of the amendment fee letter dated as of the date hereof between the Borrower received a proposal from an Offering Party to enter into an agreement for a Proposed Transaction by November 15, 2009 and the Agentsuch proposal shall not have been withdrawn or terminated by such Offering Party.

Conditions to Amendments. The amendments set forth in Section 1.4, 1.5 and 1.6 hereof shall not be effective and in force and effect until the following conditions have been satisfied Notwithstanding anything to the reasonable satisfaction of the Agent and the Issuing Banks: (a) the Borrower and Reinsurance shall have jointly provided the Agent and the Issuing Bank an amended Letter of Credit Notice contrary contained in the form of Exhibit B-3 attached hereto, as modified to the Agent's reasonable satisfaction, in respect of the Letter of Credit number S230470; (b) the Agent shall have received the following, each dated as of the date hereof (unless otherwise specified): (i) Notes, in substantially the form of Exhibits A-1 through A-4 to the Credit Agreement, payable to the order of the Lenders and in the amounts set forth on Schedule 2.2 attached hereto, duly completed in accordance with the relevant provisions of Section 2.4 of the Credit Agreement and executed by the Borrower; (ii) an acknowledgement and confirmation duly executed by the Parent, as guarantor under the Guaranty, in form and substance satisfactory to the Agent, reflecting the increase in the Total Revolving Credit Commitments and the other amendments herein to the Credit Agreement and confirming the Parent's obligations under the Guaranty in respect of the Credit Agreement, as amended by this First Amendment; Amendment (iii) an amended the "AMENDED AGREEMENT"), and restated Borrower Escrow and Security Agreement reasonably satisfactory to in consideration of the Agent to reflect the ability of Reinsurance amendments set forth in Article IV Section 1 above, (a) the Borrower shall not request any Borrowings nor shall any of the Lenders make any Advances during the period commencing on the Fifth Amendment Effective Date through November 15, 2000 (such period being the "WAIVER PERIOD"), provided, however, that solely during the Waiver Period and following the deposit of the Net Cash Proceeds from the New Equity Contribution into escrow pursuant to Section 5.01(p) of the Credit Agreement, the Borrower may request Working Capital Borrowings or Revolving Credit Borrowings, and the Working Capital Lenders and Revolving Credit Lenders shall make Working Capital Advances or Revolving Credit Advances, as amended herebyapplicable, in each case in an aggregate amount not to provide cash collateral exceed $2,000,000 so long as no Default shall have occurred and be continuing at the time of such request or on the date of such Working Capital Advance or Revolving Credit Advance; provided further that the proceeds of such Working Capital Borrowings or Revolving Credit Borrowings may be used solely for Letters the Borrower's general corporate purposes and working capital needs; provided further that deposit of Credit issued on its account the Net Cash proceeds from the new Equity Contribution into escrow pursuant to Section 5.01(p) of the Credit Agreement; (ivAgreement and until the release from escrow pursuant to Section 5.01(p) of the favorable opinions Credit Agreement of LeBoeuf, Lamb, Greene & MacRae, X.L.P., xxxcial counsel to the ParentNet Cash Proceeds of the New Equity Contribution, the Borrower may use an aggregate amount of proceeds of the Working Capital Advances and/or the Revolving Credit Advances no greater than $666,667 to make Investments in eSatisfy; provided further, however, that until such time as the Borrower shall have made Investments in eSatisfy after the Fifth Amendment Effective Date, the amount of Net Cash Proceeds of the New Equity Contribution available to the Borrower shall be reduced by $1,000,000 unless the Lenders have agreed to make $1,000,000 in additional Working Capital Advances to be used solely for the Borrower's general corporate purposes and Reinsuranceworking capital needs thereby increasing the $2,000,000 amount referred to in this section to $3,000,000, and of Kathleen M. Carrolland (b) furthermore, Xxxx Xxxxxxxxx, Xxneral Counsel and Secretary of Borrower, Reinsurance and Parent, in substantially so long as the form of Exhibits E-1 and E-2 Net Cash Proceeds from the New Equity Contribution have been deposited into escrow pursuant to Section 5.01(p) of the Credit Agreement, respectivelythe Borrower may request Working Capital Borrowings, except limited to matters relating to the execution, delivery and performance of this First Amendment and the documents, instruments, and transactions contemplated hereby, addressed to the Agent and the Lenders; (v) certificates of the secretary or an assistant secretary of the Borrower, the Parent, and ReinsuranceWorking Capital Lenders shall make Working Capital Advances, in form each case in an aggregate amount not to exceed $3,000,000 so long as no Default shall have occurred and substance satisfactory to be continuing at the Agent, certifying (i) that attached thereto is a true and complete copy time of the certificate of incorporation and all amendments thereto of Reinsurance, and that the same has not been amended since such request or on the date of such certification, (iiWorking Capital Advance; provided that the proceeds of such Working Capital Borrowings may be used solely to meet the Borrower's obligations to pay interest on Term Advances and Working Capital Advances pursuant to Section 2.07(a) that attached thereto is a true and complete copy of the bylaws of Reinsurance, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the boards of directors of the Borrower, the Parent and Reinsurance authorizing the execution, delivery and performance of this First Amendment and the other Credit Documents required to be executed in connection herewith and to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of the Borrower, the Parent and Reinsurance executing this First Amendment or any of the other Credit Documents required to be executed in connection herewith, and attaching all such copies of the documents described above; and (vi) revised UCC-1 financing statements executed by the Borrower and Reinsurance and in form and substance satisfactory to the AgentAgreement. (c) the Agent shall have completed the primary syndication of the Loans, reflecting the increase in the Total Revolving Credit Commitments, to its reasonable satisfaction including the full execution of Assignment and Acceptance agreements effecting the assignments the results of which are as set forth in Schedule 2.2 attached hereto; and (d) the Borrower shall have complied with the requirements of the amendment fee letter dated as of the date hereof between the Borrower and the Agent.

Conditions to Amendments. The amendments set forth in Section 1.4, 1.5 and 1.6 Article I hereof shall not be effective and in force and effect until the following conditions have been satisfied to the reasonable satisfaction of the Agent and the Issuing Banks: (a) the Borrower and Reinsurance shall have jointly provided the Agent and the Issuing Bank an amended Letter of Credit Notice in the form of Exhibit B-3 attached hereto, as modified to the Agent's reasonable satisfaction, in respect of the Letter of Credit number S230470; (b) the Agent shall have received the following, each dated as of the date hereof (unless otherwise specified): (i) Revolving Credit Notes, in substantially the form of Exhibits A-1 through Exhibit A-4 to the Credit Agreement, payable to the order of the Lenders and in the amounts set forth on Schedule 2.2 attached hereto, duly completed in accordance with the relevant provisions of Section 2.4 of the Credit Agreement and executed by the Borrower; (ii) an acknowledgement acknowledgment and confirmation duly executed by the Parent, as guarantor under the Guaranty, in form and substance satisfactory to the Agent, reflecting the increase in the Total Revolving Credit Commitments and the other amendments herein to the Credit Agreement and confirming the Parent's obligations under the Guaranty in respect of the Credit Agreement, as amended by this First Second Amendment; (iii) an amended and restated Borrower Escrow and Security Agreement reasonably satisfactory to the Agent to reflect the ability of Reinsurance set forth in Article IV of the Credit Agreement, as amended hereby, to provide cash collateral for Letters of Credit issued on its account pursuant to the Credit Agreement; (iv) the favorable opinions of LeBoeuf, Lamb, Greene & MacRae, X.L.P.X.X.X., xxxcial special counsel to the Parent, the Borrower and Reinsurance, and of Kathleen M. CarrollX. Xxxxxxx, Xxxx XxxxxxxxxPresident, Xxneral General Counsel and Secretary of Borrower, Reinsurance and Parent, in substantially the form of Exhibits E-1 and E-2 of the respective opinions provided by such counsel in connection with the First Amendment to the Credit AgreementAgreement dated as of January 24, respectively, except limited to matters relating to the execution, delivery and performance of this First Amendment and the documents, instruments, and transactions contemplated hereby1997, addressed to the Agent Agent, the Issuing Banks and the Lenders;; and (viv) certificates of the secretary or an assistant secretary of the Borrower, the Parent, and Reinsurance, in form and substance satisfactory to the Agent, certifying (i) that attached thereto is a true and complete copy of the certificate of incorporation and all amendments thereto bylaws of Reinsurance, and that the same has each such corporation have not been amended since the date of such certificationJanuary 24, 1997, (ii) that attached thereto is a true and complete copy of the bylaws of Reinsurance, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the boards of directors of the Borrower, the Parent and Reinsurance authorizing the execution, delivery and performance of this First Second Amendment and the other Credit Documents required to be executed in connection herewith and to which it is a party, and (iviii) as to the incumbency and genuineness of the signature of each officer of the Borrower, the Parent and Reinsurance executing this First Second Amendment or any of the other Credit Documents required to be executed in connection herewith, and attaching all such copies of the documents described above; and (vi) revised UCC-1 financing statements executed by the Borrower and Reinsurance and in form and substance satisfactory to the Agent. (c) the Agent shall have completed the primary syndication of the Loans, reflecting the increase in the Total Revolving Credit Commitments, to its reasonable satisfaction including the full execution of Assignment and Acceptance agreements effecting the assignments the results of which are as set forth in Schedule 2.2 attached hereto; and (db) the Borrower shall have complied with the requirements paid to each of the amendment Lenders an upfront fee letter dated as equal to 0.10% of the date hereof between the Borrower and the Agentsuch Lender's Revolving Commitment Percentage of $25,000,000.

Conditions to Amendments. The effectiveness of the amendments to the Existing Credit Agreement set forth in Section 1.4, 1.5 and 1.6 hereof shall not be effective and in force and effect until 1 is subject to the satisfaction (or waiver by the Consenting Term B Lenders) of the following conditions have been satisfied to (the reasonable date of such satisfaction of or waiver, the Agent and the Issuing Banks:“2024 Effective Date”): (a) the Borrower and Reinsurance The Administrative Agent (or its counsel) shall have jointly provided the Agent and the Issuing Bank received (i) an amended Letter of Credit Notice executed written consent in the form of attached hereto as Exhibit B-3 attached hereto, as modified A (the “Lender Consent”) approving the amendments and consents set forth herein and authorizing the Administrative Agent to enter into this Agreement from the Agent's reasonable satisfaction, Term B Lenders constituting the Majority Lenders in respect of the Letter Term B Facility and (ii) from each of Credit number S230470;Holdings, the Borrower and the Subsidiary Loan Parties, either (x) a counterpart of this Agreement signed on behalf of such party or (y) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement. (b) the The Administrative Agent shall have received the following, each dated as a certificate of the date hereof (unless otherwise specified):Secretary or Assistant Secretary or similar officer of each Loan Party dated the 2024 Effective Date: (i) Noteseither (x) attaching a copy of the certificate or articles of incorporation, in substantially certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the form Secretary of Exhibits A-1 through A-4 State (or other similar official) of the jurisdiction of its organization (to the Credit Agreementextent such concept or a similar concept exists under the laws of such jurisdiction and such certificates are available on a timely basis from such jurisdiction) or (y) with respect to any Loan Party other than the Borrower or Holdings, payable certifying there have been no changes to the order certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents of such Loan Party since February 15, 2022 (the Lenders and in the amounts set forth on Schedule 2.2 attached hereto, duly completed in accordance with the relevant provisions of Section 2.4 of the Credit Agreement and executed by the Borrower;“Prior Amendment Closing Date”), (ii) an acknowledgement and confirmation duly executed by attaching a certificate as to the Parent, as guarantor good standing (to the extent such concept or a similar concept exists under the Guaranty, in form laws of such jurisdiction and substance satisfactory to the Agent, reflecting the increase in the Total Revolving Credit Commitments and the such certificates are available on a timely basis from such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other amendments herein to the Credit Agreement and confirming the Parent's obligations under the Guaranty in respect of the Credit Agreement, as amended by this First Amendment;similar official), (iii) an amended and restated Borrower Escrow and Security Agreement reasonably satisfactory to the Agent to reflect the ability of Reinsurance set forth in Article IV of the Credit Agreement, as amended hereby, to provide cash collateral for Letters of Credit issued on its account pursuant to the Credit Agreement; either (ivx) the favorable opinions of LeBoeuf, Lamb, Greene & MacRae, X.L.P., xxxcial counsel to the Parent, the Borrower and Reinsurance, and of Kathleen M. Carroll, Xxxx Xxxxxxxxx, Xxneral Counsel and Secretary of Borrower, Reinsurance and Parent, in substantially the form of Exhibits E-1 and E-2 of the Credit Agreement, respectively, except limited to matters relating to the execution, delivery and performance of this First Amendment and the documents, instruments, and transactions contemplated hereby, addressed to the Agent and the Lenders; (v) certificates of the secretary or an assistant secretary of the Borrower, the Parent, and Reinsurance, in form and substance satisfactory to the Agent, certifying (i) that attached thereto is a true and complete copy of the certificate by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of incorporation such Loan Party as in effect on the 2024 Effective Date and at all amendments thereto of Reinsurance, and that the same has not been amended times since a date prior to the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws of Reinsurance, as then in effect and as in effect at all times from the date on which the resolutions referred to described in clause (iiiiv) below were adopted or (y) with respect to any Loan Party other than the Borrower or Holdings, certifying that there have been no changes to the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and including the date governing documents) of such certificate, Loan Party since the Prior Amendment Closing Date, (iiiiv) certifying that attached thereto is a true and complete copy of resolutions duly adopted by the boards Board of directors Directors (or equivalent governing body) of the Borrower, the Parent and Reinsurance such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of this First Amendment and the other Credit Loan Documents required to be executed in connection herewith and with this Agreement to which it such Loan Party is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the 2024 Effective Date, (ivv) either (x) certifying as to the incumbency and genuineness of the specimen signature of each officer of the Borrower, the Parent and Reinsurance executing this First Amendment or any of the other Credit Documents required to be Loan Document executed in connection herewithwith this Agreement on behalf of such Loan Party or (y) with respect to any Loan Party other than Borrower or Holdings, and attaching all certifying that there have been no changes to the incumbency of such copies of Loan Party since the documents described above; Prior Amendment Closing Date, and (vi) revised UCC-1 financing statements executed by the Borrower and Reinsurance and in form and substance satisfactory certifying as to the Agentabsence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party. (c) the Agent The Borrower shall have completed delivered to the primary syndication Administrative Agent a certificate from a Responsible Officer of the Loans, reflecting Borrower dated as of the increase in 2024 Effective Date to the Total Revolving Credit Commitments, to its reasonable satisfaction including the full execution of Assignment and Acceptance agreements effecting the assignments the results of which are as effect set forth in Schedule 2.2 attached hereto; andSections 2(b) and 2(d) hereof. (d) The Administrative Agent shall have received all fees payable thereto, on or prior to the 2024 Effective Date and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of Cxxxxx Xxxxxx & Rxxxxxx LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the 2024 Effective Date. (e) The Administrative Agent shall have received all documentation and other information required by Section 3.25(a) of the Existing Credit Agreement, to the extent such information has been reasonably requested not less than five (5) Business Days prior to the 2024 Effective Date; provided that, with respect to any Lender that has requested information of the type described in clause (ii) of Section 3.25(a) of the Existing Credit Agreement, this condition shall be deemed satisfied as it relates to such request by such Lender upon the execution and delivery of such Lender’s Lender Consent. (f) The Borrower shall have complied paid in full, or substantially concurrently with the requirements satisfaction of the amendment fee letter dated as other conditions precedent set forth in this Section 3 shall pay in full, all accrued and unpaid interest in respect of Term B Loans outstanding immediately prior to the date hereof between 2024 Effective Date (the Borrower and the Agent“Existing Term B Loans”).

Conditions to Amendments. The amendments contained in Section 2 hereof are subject to the conditions set forth in below. Failure to comply with these conditions will be deemed to be a Forbearance Default under Section 1.4, 1.5 and 1.6 hereof shall not be effective and in force and effect until the following conditions have been satisfied to the reasonable satisfaction 11 of the Agent and the Issuing Banks:Forbearance Agreement. (a) Immediately upon receipt thereof, the Borrower and Reinsurance shall have jointly provided provide to the Administrative Agent and the Issuing Bank an amended Letter Lenders copies of Credit Notice in the form of Exhibit B-3 attached hereto, as modified all information provided by any third party acceptable to the Agent's reasonable satisfactionLenders (including, in respect of but not limited to Xxxx Xxxx, each such party, an “Offering Party”) that proposes to enter into a Borrower Merger Agreement, a Capital Infusion Agreement or a Purchase and Sale Agreement with the Letter of Credit number S230470Borrower (a “Proposed Transaction”) that is submitted to the Borrower to demonstrate to the Borrower’s satisfaction such Offering Party’s ability to consummate a Proposed Transaction; (b) Immediately upon receipt thereof, the Borrower shall provide to the Administrative Agent and the Lenders copies of any term sheet or other documents provided by any Offering Party, which term sheet or other documents shall be subject to the approval of the Administrative Agent and the Lenders, that contain preliminary terms and conditions surrounding such Offering Party’s ability to raise equity and/or obtain financing in order to consummate such Proposed Transaction and to accomplish a restructuring/refinancing of the Credit Agreement. (c) On or before the date of this Amendment, the Administrative Agent and the Lenders shall have received a commitment letter from Xxxxxx Capital Management LP (“Xxxxxx”) confirming Xxxxxx’x $50,000,000 equity contribution to Xxxx Xxxx. (d) The Borrower shall provide bi-weekly updates, via e-mail or conference call, at the following, each dated as discretion of the date hereof (unless otherwise specified):Administrative Agent, to the Administrative Agent and the Lenders with respect to the status of the Xxxx Xxxx Merger Agreement and the transactions contemplated thereby. (ie) NotesOn or before January 31, 2010, the Borrower shall enter into a Compromise and Settlement Agreement with Shell, in substantially the form of Exhibits A-1 through A-4 presented to the Credit Agreement, payable Lenders. The Borrower may not make any payment of cash or transfer any property to Shell under such Compromise and Settlement Agreement until the order Effective Time of the Lenders and in the amounts set forth on Schedule 2.2 attached hereto, duly completed in accordance with the relevant provisions of Section 2.4 of the Credit Agreement and executed by the Borrower; (ii) an acknowledgement and confirmation duly executed by the Parent, as guarantor under the Guaranty, in form and substance satisfactory to the Agent, reflecting the increase in the Total Revolving Credit Commitments and the other amendments herein to the Credit Agreement and confirming the Parent's obligations under the Guaranty in respect of the Credit Xxxx Xxxx Merger Agreement, as amended by this First Amendment; (iii) an amended and restated Borrower Escrow and Security Agreement reasonably satisfactory to the Agent to reflect the ability of Reinsurance set forth in Article IV of the Credit Agreement, as amended hereby, to provide cash collateral for Letters of Credit issued on its account pursuant to the Credit Agreement; (iv) the favorable opinions of LeBoeuf, Lamb, Greene & MacRae, X.L.P., xxxcial counsel to the Parent, the Borrower and Reinsurance, and of Kathleen M. Carroll, Xxxx Xxxxxxxxx, Xxneral Counsel and Secretary of Borrower, Reinsurance and Parent, in substantially the form of Exhibits E-1 and E-2 of the Credit Agreement, respectively, except limited to matters relating to the execution, delivery and performance of this First Amendment and the documents, instruments, and transactions contemplated hereby, addressed to the Agent and the Lenders; (v) certificates of the secretary or an assistant secretary of the Borrower, the Parent, and Reinsurance, in form and substance satisfactory to the Agent, certifying (i) that attached thereto is a true and complete copy of the certificate of incorporation and all amendments thereto of Reinsurance, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws of Reinsurance, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the boards of directors of the Borrower, the Parent and Reinsurance authorizing the execution, delivery and performance of this First Amendment and the other Credit Documents required to be executed in connection herewith and to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of the Borrower, the Parent and Reinsurance executing this First Amendment or any of the other Credit Documents required to be executed in connection herewith, and attaching all such copies of the documents described above; and (vi) revised UCC-1 financing statements executed by the Borrower and Reinsurance and in form and substance satisfactory to the Agent. (cf) the Agent shall have completed the primary syndication No material amendment or modification of any provision of the Loans, reflecting Xxxx Xxxx Merger Agreement shall be made without the increase in the Total Revolving Credit Commitments, to its reasonable satisfaction including the full execution of Assignment and Acceptance agreements effecting the assignments the results of which are as set forth in Schedule 2.2 attached hereto; and (d) the Borrower shall have complied with the requirements written agreement of the amendment fee letter dated as of the date hereof between the Borrower and the AgentRequired Lenders.

Conditions to Amendments. The amendments contained in Section 2 hereof are subject to the conditions set forth in below. Failure to comply with these conditions will be deemed to be a Forbearance Default under Section 1.4, 1.5 and 1.6 hereof shall not be effective and in force and effect until the following conditions have been satisfied to the reasonable satisfaction 11 of the Agent and the Issuing Banks:Forbearance Agreement. (a) Immediately upon receipt thereof, the Borrower and Reinsurance shall have jointly provided provide to the Administrative Agent and the Issuing Bank an amended Letter Lenders copies of Credit Notice in the form of Exhibit B-3 attached hereto, as modified all information provided by any third party acceptable to the Agent's reasonable satisfactionLenders (an “Offering Party”) that proposes to enter into a Borrower Merger Agreement, in respect of a Capital Infusion Agreement or a Purchase and Sale Agreement with the Letter of Credit number S230470Borrower (a “Proposed Transaction”) that is submitted to the Borrower to demonstrate to the Borrower’s satisfaction such Offering Party’s ability to consummate a Proposed Transaction; (b) Immediately upon receipt thereof, the Borrower shall provide to the Administrative Agent and the Lenders copies of any term sheet or other documents provided by any Offering Party, which term sheet or other documents shall have received be subject to the following, each dated as approval of the date hereof (unless otherwise specified): (i) Notes, in substantially the form of Exhibits A-1 through A-4 to the Credit Agreement, payable to the order of the Lenders and in the amounts set forth on Schedule 2.2 attached hereto, duly completed in accordance with the relevant provisions of Section 2.4 of the Credit Agreement and executed by the Borrower; (ii) an acknowledgement and confirmation duly executed by the Parent, as guarantor under the Guaranty, in form and substance satisfactory to the Agent, reflecting the increase in the Total Revolving Credit Commitments Administrative Agent and the other amendments herein Lenders, that contain preliminary terms and conditions surrounding such Offering Party’s ability to the Credit Agreement raise equity and/or obtain financing in order to consummate such Proposed Transaction and confirming the Parent's obligations under the Guaranty in respect to accomplish a restructuring/refinancing of the Credit Agreement, as amended by this First Amendment; (iii) an amended and restated Borrower Escrow and Security Agreement reasonably satisfactory to the Agent to reflect the ability of Reinsurance set forth in Article IV of the Credit Agreement, as amended hereby, to provide cash collateral for Letters of Credit issued on its account pursuant to the Credit Agreement; (iv) the favorable opinions of LeBoeuf, Lamb, Greene & MacRae, X.L.P., xxxcial counsel to the Parent, the Borrower and Reinsurance, and of Kathleen M. Carroll, Xxxx Xxxxxxxxx, Xxneral Counsel and Secretary of Borrower, Reinsurance and Parent, in substantially the form of Exhibits E-1 and E-2 of the Credit Agreement, respectively, except limited to matters relating to the execution, delivery and performance of this First Amendment and the documents, instruments, and transactions contemplated hereby, addressed to the Agent and the Lenders; (v) certificates of the secretary or an assistant secretary of the Borrower, the Parent, and Reinsurance, in form and substance satisfactory to the Agent, certifying (i) that attached thereto is a true and complete copy of the certificate of incorporation and all amendments thereto of Reinsurance, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws of Reinsurance, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the boards of directors of the Borrower, the Parent and Reinsurance authorizing the execution, delivery and performance of this First Amendment and the other Credit Documents required to be executed in connection herewith and to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of the Borrower, the Parent and Reinsurance executing this First Amendment or any of the other Credit Documents required to be executed in connection herewith, and attaching all such copies of the documents described above; and (vi) revised UCC-1 financing statements executed by the Borrower and Reinsurance and in form and substance satisfactory to the Agent. (c) the Agent On or before December 4, 2009, an Offering Party shall have completed presented to the primary syndication Administrative Agent and the Lenders a detailed restructuring/refinancing plan, subject to the approval of the LoansAdministrative Agent and the Lenders, reflecting whereby the increase Proposed Transaction contemplated by the Offering Party will result in the Total Revolving restructuring or refinancing of all of the Borrower’s Obligations under the Credit CommitmentsAgreement, subject only to its reasonable satisfaction including the full execution closing of Assignment such transaction. Such plan shall contain detailed information surrounding the Offering Party’s ability to raise equity and/or obtain financing in order to consummate such Proposed Transaction and Acceptance agreements effecting detailed information surrounding the assignments Borrower’s and the results of which are as set forth in Schedule 2.2 attached hereto; andOffering Party’s timetable and agenda for consummating such Proposed Transaction and for restructuring/refinancing the Credit Agreement. (d) the The Borrower shall have complied with the requirements of the amendment fee letter dated as of the date hereof between the Borrower received a proposal from an Offering Party to enter into an agreement for a Proposed Transaction by December 4, 2009 and the Agentsuch proposal shall not have been withdrawn or terminated by such Offering Party.

Conditions to Amendments. The amendments contained in Section 2 hereof are subject to the conditions set forth in below. Failure to comply with these conditions will be deemed to be a Forbearance Default under Section 1.4, 1.5 and 1.6 hereof shall not be effective and in force and effect until the following conditions have been satisfied to the reasonable satisfaction 11 of the Agent and the Issuing Banks:Forbearance Agreement. (a) Immediately upon receipt thereof, the Borrower and Reinsurance shall have jointly provided provide to the Administrative Agent and the Issuing Bank an amended Letter Lenders copies of Credit Notice in the form of Exhibit B-3 attached hereto, as modified all information provided by any third party acceptable to the Agent's reasonable satisfactionLenders (an “Offering Party”) that proposes to enter into a Borrower Merger Agreement, in respect of a Capital Infusion Agreement or a Purchase and Sale Agreement with the Letter of Credit number S230470Borrower (a “Proposed Transaction”) that is submitted to the Borrower to demonstrate to the Borrower’s satisfaction such Offering Party’s ability to consummate a Proposed Transaction; (b) Immediately upon receipt thereof, the Borrower shall provide to the Administrative Agent and the Lenders copies of any term sheet or other documents provided by any Offering Party, which term sheet or other documents shall have received be subject to the following, each dated as approval of the date hereof (unless otherwise specified): (i) Notes, in substantially the form of Exhibits A-1 through A-4 to the Credit Agreement, payable to the order of the Lenders and in the amounts set forth on Schedule 2.2 attached hereto, duly completed in accordance with the relevant provisions of Section 2.4 of the Credit Agreement and executed by the Borrower; (ii) an acknowledgement and confirmation duly executed by the Parent, as guarantor under the Guaranty, in form and substance satisfactory to the Agent, reflecting the increase in the Total Revolving Credit Commitments Administrative Agent and the other amendments herein Lenders, that contain preliminary terms and conditions surrounding such Offering Party’s ability to the Credit Agreement raise equity and/or obtain financing in order to consummate such Proposed Transaction and confirming the Parent's obligations under the Guaranty in respect to accomplish a restructuring/refinancing of the Credit Agreement, as amended by this First Amendment; (iii) an amended and restated Borrower Escrow and Security Agreement reasonably satisfactory to the Agent to reflect the ability of Reinsurance set forth in Article IV of the Credit Agreement, as amended hereby, to provide cash collateral for Letters of Credit issued on its account pursuant to the Credit Agreement; (iv) the favorable opinions of LeBoeuf, Lamb, Greene & MacRae, X.L.P., xxxcial counsel to the Parent, the Borrower and Reinsurance, and of Kathleen M. Carroll, Xxxx Xxxxxxxxx, Xxneral Counsel and Secretary of Borrower, Reinsurance and Parent, in substantially the form of Exhibits E-1 and E-2 of the Credit Agreement, respectively, except limited to matters relating to the execution, delivery and performance of this First Amendment and the documents, instruments, and transactions contemplated hereby, addressed to the Agent and the Lenders; (v) certificates of the secretary or an assistant secretary of the Borrower, the Parent, and Reinsurance, in form and substance satisfactory to the Agent, certifying (i) that attached thereto is a true and complete copy of the certificate of incorporation and all amendments thereto of Reinsurance, and that the same has not been amended since the date of such certification, (ii) that attached thereto is a true and complete copy of the bylaws of Reinsurance, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (iii) below were adopted to and including the date of such certificate, (iii) that attached thereto is a true and complete copy of resolutions adopted by the boards of directors of the Borrower, the Parent and Reinsurance authorizing the execution, delivery and performance of this First Amendment and the other Credit Documents required to be executed in connection herewith and to which it is a party, and (iv) as to the incumbency and genuineness of the signature of each officer of the Borrower, the Parent and Reinsurance executing this First Amendment or any of the other Credit Documents required to be executed in connection herewith, and attaching all such copies of the documents described above; and (vi) revised UCC-1 financing statements executed by the Borrower and Reinsurance and in form and substance satisfactory to the Agent. (c) the Agent On or before December 21, 2009, an Offering Party shall have completed presented to the primary syndication Administrative Agent and the Lenders a detailed restructuring/refinancing plan, subject to the approval of the LoansAdministrative Agent and the Lenders, reflecting whereby the increase Proposed Transaction contemplated by the Offering Party will result in the Total Revolving restructuring or refinancing of all of the Borrower’s Obligations under the Credit CommitmentsAgreement, subject only to its reasonable satisfaction including the full execution closing of Assignment such transaction. Such plan shall contain detailed information surrounding the Offering Party’s ability to raise equity and/or obtain financing in order to consummate such Proposed Transaction and Acceptance agreements effecting detailed information surrounding the assignments Borrower’s and the results of which are as set forth in Schedule 2.2 attached hereto; andOffering Party’s timetable and agenda for consummating such Proposed Transaction and for restructuring/refinancing the Credit Agreement. (d) the The Borrower shall have complied with the requirements of the amendment fee letter dated as of the date hereof between the Borrower received a proposal from an Offering Party to enter into an agreement for a Proposed Transaction by December 21, 2009 and the Agentsuch proposal shall not have been withdrawn or terminated by such Offering Party.